LONG TERM INCENTIVE AWARD AGREEMENT
Exhibit
10.2
DATE
In
consideration of your service with Lantronix, Inc., a Delaware corporation (the
“Company), this Agreement is entered into by and between the Company and [EMPLOYEE NAME] (the “Grantee” or
“Employee”) pursuant to the terms of this Long Term Incentive Award Agreement
and Exhibit A
attached hereto (collectively the “Agreement”).
This
Agreement is the entire agreement between the Company and Grantee regarding the
subject matter of this Agreement and supersedes and replaces any prior or
existing discussions, negotiations, or agreements between the Grantee and the
Company regarding any tenure based incentive plan or future stock option
incentive plan; not to include the Lantronix Performance Award Agreement dated
September 26, 2008.
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1.
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Eligibility. The
Long Term Incentive (as defined below) is designed to provide time-based
incentive compensation for all eligible employees. The
Compensation Committee of the Company’s Board of Directors (the
“Committee”) has the sole authority to determine eligibility to receive a
Long Term Incentive Award. Grantees are selected by the
Committee to receive a Long Term Incentive Award. In order to
be eligible to receive any portion of the Long Term Incentive
Award, Grantee must satisfy all of the
following:
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(a)
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Grantee
must have been employed by the Company, or any subsidiary of the Company,
prior to September 1, 2008;
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(b)
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Grantee
must have a satisfactory fiscal year-end performance rating;
and
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(c)
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Grantee
must be employed by the Company, or any subsidiary of the Company, as of
September of each year to receive the then vested portion of the Long Term
Incentive Award.
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2.
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Long Term Incentive
Award. By this Agreement, you are hereby granted an
award with respect to [ ] shares of Company Restricted
Stock. The Long Term Incentive award, issued in the form of
restricted stock, will vest over a four-year period, and is based on your
job grade level, base salary at the time of grant, and your date of
service with Lantronix. Incentive Plan awards will vest
in September of each year.
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3.
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Conditions to Receipt
of Long Term Incentive Award. The Employee must have
been actively employed during the twelve (12) month period preceding the
annual vesting dates, and must continue in active employment status
through September of each year, in accordance with
the time-based vesting schedule contained in Exhibit
A. The Committee and Board of Directors shall have the
exclusive and final discretionary authority to issue the
award.
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(a)
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Long
Term Incentive Awards granted under the Agreement will be made through the
issuance of Company Restricted Stock (the “Long Term Incentive
Award”). Upon meeting the aforementioned time-based
restrictions, the Company Restricted Stock will vest and be
awarded through the grant of Stock Purchase Rights with a per
share purchase price equal to the par value of a share of Company Common
Stock and deemed paid through the provision of services, under the
Company’s 2000 Stock Plan, which is incorporated herein by
reference. A copy of the prospectus for the Stock Plan is
attached hereto.
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(b)
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The
award will vest as shown on Exhibit A,
based on Employee’s job grade level, base salary, and date of service with
the company.
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4.
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Tax
Obligations. As a condition of the granting of the
Performance Award, the Grantee agrees that the Company may withhold a
number of the shares subject to the Long Term Incentive Award to meet tax
withholding obligations, as may be necessary to discharge the Company’s
obligations with respect to any tax, assessment, or other governmental
charge imposed on property or income received by the Grantee pursuant to
this Agreement and the Long Term Incentive
Award.
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5.
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No
Assignment. This Agreement, and the benefits provided
hereunder, may not be assigned by the Grantee by operation of law or
otherwise.
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6.
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Governing
Law. This Agreement and the legal relations between the
parties shall be governed and construed in accordance with the internal
laws of the State of Delaware, without effect to the conflicts of laws
principles thereof.
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7.
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Key
Definitions
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(a)
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“Disability”
means total and permanent disability as defined in Section 22(e)(3) of the
Internal Revenue Code of 1986, as
amended.
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(b)
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“Restricted
Stock” means a right to receive Lantronix Stock Purchase Rights on a
specified future vesting date, after the conditions to the restriction
have been met.
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8.
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Notices. Any
notice required or permitted under this Agreement shall be deemed given
when delivered personally, or when deposited in a United States Post
Office, postage prepaid, addressed, as appropriate, to the Grantee at the
last address specified in Grantee’s employment records, or such other
address as the Grantee may designate in writing to the
Company.
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9.
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Amendments. This
Agreement may be terminated, amended or modified at any time by an
instrument in writing from the Company, in its sole
discretion. The Company reserves the right to administer,
modify, or terminate the Agreement with or without
notice.
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10.
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Authority. Except
as otherwise set forth in this Agreement, the Committee shall administer
the Agreement and shall have the exclusive and final discretionary
authority and power to determine employee eligibility to participate and
receive payment under this Agreement, to determine the amount of payment
under this Agreement, to construe terms and provisions of this Agreement,
and to exercise all other powers specified in this Agreement or which may
be implied from the provisions of this Agreement. The Committee
also reserves the right, it its sole discretion, to determine individual
Grantee eligibility under this
Agreement.
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The
Committee has the authority, in its discretion to amend and rescind any of this
Agreement’s terms or provisions, terminate this Agreement, and to make all
determinations necessary for the administration of this Agreement.
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11.
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Employment
At-Will. The employment of all employees of the Company,
or any subsidiary of the Company, is terminable at any time by either
party, with or without cause being shown or advance notice by either
party. The Plans and this Agreement shall not be construed to
create a contract of employment for a specified period of time between the
Company and any Grantee.
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12.
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Rights as a
Stockholder. The Grantee shall have no rights as a
stockholder of the Company with respect to any share
of Restricted Stock of the Company underlying or relating to
any Long Term Incentive Award until the issuance of a stock certificate to
the Grantee in respect of such Long Term Incentive
Award.
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13.
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Headings. The
headings in the Agreement are inserted for convenience only and shall not
be deemed to constitute a part hereof nor to affect the meaning
thereof.
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14.
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Severability. The
invalidity or unenforceability of any provision or provisions of this
Agreement will not affect the validity or enforceability of any other
provision hereof, which will remain in full force and
effect.
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IN
WITNESS WHEREOF, this Agreement is effective as of the date first above
written.
Lantronix,
Inc.
By:_______________________________
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EXHIBIT
A
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